HUN 06, 2022 – CORPORATE, EARNINGS/FINANCIAL
NORWALK, Conn. –
Xerox Holdings Corporation (NASDAQ: XRX) today announced that beginning at 5:00 pm, New York City time, on June 3, 2022 (the “Early Tender Time”), holders of $ 434,314,000 combined principal amount , or approximately 43.43% of the outstanding principal amount, of the remaining 3.625% (now 4.625%) Senior Notes due in 2023 (CUSIP No. 984121CQ4) (the “Notes”) of the entire ownership its subsidiary, Xerox Corporation (“Xerox”), has submitted their Notes pursuant to Xerox’s previously announced tender offer (the “Offer”). 
The complete terms and conditions of the Offer are detailed in Xerox’s Purchase Offer dated May 20, 2022 (the “Purchase Offer”). Xerox currently expects that on June 7, 2022, it will receive for payment, in accordance with the conditions set forth in the Purchase Offer, $ 350,000,000 the cumulative value of the Notes properly issued on or before the Early Tender Time. Because the cumulative principal value of the Notes properly filed from the Early Tender Period exceeds the tender cap of $ 350,000,000, the Notes accepted for purchase will be subject to proration in accordance with the Purchase Offer. To determine proration, the principal amount of Notes properly issued from the Time of Early Tender will be multiplied by a proration factor of approximately 80.60%, and will be rounded down to the nearest $ 1,000. If the principal amount of the Notes returned to an owner as a result of such proration would result in less than the minimum denomination being returned to such owner, Xerox may accept or reject all owners of the properly offered Notes. Any properly tendered Notes not accepted for purchase due to proration will be promptly returned or credited to the owner’s account.
Upon early settlement, each owner who properly submits Notes on or before the Early Tender Time will receive a “Total Consideration” of $ 1,007.50 per $ 1,000 of the principal amount of Notes received for payment, which includes the “Tender Offer Consideration” of $ 977.50 per $ 1,000 principal amount of Notes issued and received for payment and the “Early Test Payment” of $ 30.00 per $ 1,000 principal amount of Notes issued and accepted for payment. In addition, interest accrued up to, but not including, the Notes payment date will be paid in cash on all properly tendered and accepted Notes.
The Offer is scheduled to expire at 12:00 midnight, New York City time, at the end of June 17, 2022, unless extended or terminated earlier; however, because the cumulative principal amount of Notes properly issued from the Early Tender Time exceeds the tender cap of $ 350,000,000, Xerox does not expect to receive any Notes issued after the Early Tender Time. Since the withdrawal deadline of 5:00 pm, New York City time, has passed on June 3, 2022, Notes tenders can no longer be withdrawn at any time, except to the extent that Xerox is required by law to provide of additional withdrawal rights.
All conditions set forth in the Purchase Offer remain unchanged. If any of the conditions are not met, Xerox may terminate the Offer and return the tender Notes not previously accepted. Xerox reserves the right to waive any of the foregoing conditions with respect to the Notes and to execute the Offer. In addition, Xerox reserves the right, in its sole discretion, to terminate the Offer at any time, subject to applicable law.
Citigroup Global Markets Inc. (“Citi”) acts as the sole dealer manager for the Offer. For more information about the terms of the Offer, please contact Citi at (800) 558-3745 (US toll-free) or 1 (212) 723-6106. Requests for documents may be directed to Global Bondholder Services Corporation, which acts as depositary and information agent for the Offer, at (855) -654-2014 (toll-free) or (212) 430-3774 (collect for Banks and Brokers).
Neither Xerox, the dealer manager, nor the depository and information agent have made any recommendations as to whether holders should provide their Notes pursuant to the Offer, and no one is authorized to make such recommendations. Holders must make their own decisions on whether to issue their Notes, and, if so, the primary amount of Notes to be forwarded.
This press release does not constitute an offer to purchase or a solicitation of an offer to sell Notes or other securities, nor will there be any purchase of Notes in any state or jurisdiction in which such offer, solicitation, or purchase is unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. The Offer is made only by the Purchase Offer dated May 20, 2022.
About Xerox Holdings Corporation (NASDAQ: XRX)
For over 100 years, Xerox has continually transformed the workplace experience. With our leadership position in office printing technology and production, we have expanded software and services to maintain today’s workforce. From the office to industrial environments, our diverse business solutions and financial services are designed to make every day better for clients – wherever that work is done. Today, Xerox scientists and engineers continue our legacy of innovation with disruptive technologies in digital transformation, augmented reality, robotic process automation, additive manufacturing, Industrial Internet of Things and cleantech. Learn more at xerox.com.
Statement of Caution Regarding Forward Statements
This press release contains “forward-looking statements.” The words “expect,” “believe,” “estimate,” “expect,” “aim,” “will,” “should,” “target,” “project,” “drive,” and the like expressions, which relate to us, our performance and/or our technology, are intended to define the statements expected. These statements reflect current management beliefs, assumptions, and expectations and are subject to certain factors that may cause actual results to differ materially. Such factors include but are not limited to: the pandemic effects of COVID-19 on our businesses and our customers and the duration and extent to which it will affect our future results of operations and overall performance financially; our ability to address our business challenges to reverse declining revenue, reduce costs and increase productivity so we can invest and grow our business; our ability to attract and retain key personnel; changes in economic and political conditions, trade protection measures, licensing requirements and tax laws in the United States and in foreign countries in which we do business; the imposition of new or incremental trade protection measures such as tariffs and restrictions on imports or exports; changes in foreign exchange rates; our ability to successfully develop new products, technologies and service offerings and protect our intellectual property rights; the risk that multi-year contracts with government entities may be terminated before the end of the contract term and that civil or criminal penalties and administrative penalties may be imposed on us if we do not comply with the terms of such contracts and applicable law; the risk of not being taken by partners, subcontractors and software vendors in a timely, quality manner; actions of competitors and our ability to respond quickly and effectively to changing technologies and customer expectations; our ability to obtain adequate pricing for our products and services and to maintain and improve cost efficiency of operations, including savings from restructuring actions; the risk that confidential and/or individually identifiable information to us, our customers, clients and employees may inadvertently disclose or disclose as a result of a breach of our security systems due to cyber attacks or other intentional actions; reliance on third parties, including subcontractors, for the manufacture of products and provision of services; the exit of the United Kingdom from the European Union; our ability to manage changes in the printing environment and expand equipment placements; interest rates, borrowing amounts and access to credit markets; funding requirements associated with our employee pension and retiree health benefit plans; the risk that our operations and products may not comply with applicable worldwide regulatory requirements, specifically environmental regulations and directives and anti -corruption laws; the outcome of litigation and regulatory proceedings to which we may be a party; any effects resulting from the reorganization of our relationship with Fujifilm Holdings Corporation; the shared service configurations we entered into as part of Project Own It; whether CareAR’s service experience management platform will meet expectations regarding customer adoption, integration with the ServiceNow platform, and cost and carbon reduction; CareAR’s financial performance, including projected revenue for fiscal years 2022 and beyond; the financial performance of FITTLE, including projected revenue for fiscal years 2022 and beyond; and PARC’s ability to successfully monetize its technology and its research products. Additional risks that may affect Xerox’s operations and other factors are set forth in the “Risk Factors” section, the “Legal Procedures” section, the “Financial Condition Management Discussion and Analysis” section. Results of Operations ”and other sections of Xerox Holdings The combined 2020 Annual Report of the Corporation and Xerox Corporation on Form 10-K, as well as the Quarterly Reports of Xerox Holdings Corporation and Xerox Corporation on Form 10-Q and Current Reports on Form 8-K filed with the SEC.
These statements speak only on the date of this presentation or the date on which they are determined, and Xerox has no obligation to update any future statements as a result of new information or events or future development, unless required by law.
SOURCE: Xerox
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